Book Chapter Details
Mandatory Fields
Bigler, C Stephen & Tillman, Seth Barrett
2010 Unknown
Acquisitions and Mergers: Negotiated and Contested Transactions
Void or Voidable? -- Curing Defects in Stock Issuances Under Delaware Law
Thomson Reuters
Optional Fields
This treatise is a professional publication. It was peer reviewed by the treatise's authors and other legal professionals. We suggest that the policy underlying Article 8 of the Uniform Commercial Code to validate stock in the hands of innocent purchasers for value, notwithstanding technical defects in its issuance, should be recognized as a principle of law, not solely as a principle of equity, and should be applied by the Delaware courts as such. As a result, technical defects relating to statutory formalities should not lead to a finding of void stock, but at worst to voidable stock. Cure or ratification should be permitted except in cases where the issuance violates the directors' duty of loyalty or otherwise would be inequitable. Such a rule would allow practitioners to opine as to the validity of a corporation's outstanding stock where the stock was issued defectively but the defect cured, subject to a standard exception for fiduciary duties and other equitable matters, and would eliminate the risk that stock held in the trading markets or otherwise held by innocent purchasers for value might be deemed void. This treatise republished my 2008 co-authored article in The Business Lawyer, which was cited 69 times (as of October 4, 2019).
Bryan, Joy Marlene & Lorne, Simon M
0876324626 9780876324622
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